Assertio Holdings, Inc. — fact timeline

Assertio Holdings, Inc.: At the Effective Time, the bylaws were amended and restated in their entirety.

“Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety in the forms filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.”

Assertio Holdings, Inc.: At the Effective Time, the certificate of incorporation was amended and restated in its entirety.

“Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety in the forms filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.”

Assertio Holdings, Inc. underwent a change of control involving Zydus Worldwide DMCC for $23.50 per Share in cash (closed 2026-06-16).

“on May 18, 2026, Purchaser commenced a tender offer to purchase all of the outstanding shares (the “ Shares ”) of common stock of the Company, par value $0.0001 per share, for $23.50 per Share, payable in cash, without interest and less deduction for any required withholding taxes (the “ Offer Price ”), upon the terms and subject to the conditions set forth in”

Assertio Holdings, Inc. faced acceleration on convertible notes of $40,000,000 aggregate principal amount with U.S. Bank Trust Company, National Association at 6.50% maturing 2027.

“together with the First Supplemental Indenture, the “ Indenture ”), relating to the Company’s 6.50% Convertible Senior Notes due 2027 (the “ Notes ”). As of June 16, 2026, $40,000,000 aggregate principal amount of the Notes were outstanding. As a result of the Merger, and pursuant to the First Supplemental Indenture, at and after the Effective Time (as defined”

Assertio Holdings, Inc. amended First Supplemental Indenture with U.S. Bank Trust Company, National Association, as trustee (effective 2026-06-16).

“On June 16, 2026, in connection with the Merger (as defined below), the Company and U.S. Bank Trust Company, National Association, as trustee (the “ Trustee ”), entered into the First Supplemental Indenture, dated as of June 16, 2026 (the “ First Supplemental Indenture ”), to the Indenture, dated as of August 25, 2022, by and between the Company and the Trustee (the “ Original Indenture ” and, together with the First Supplemental Indenture, the “ Indenture ”), relating to the Company’s 6.50% Convertible Senior Notes due 2027 (the “ Notes ”).”

Assertio Holdings, Inc. entered into Merger Agreement with Zydus Worldwide DMCC valued at $23.50 per share (effective 2026-05-13).

“On May 13, 2026, Assertio Holdings, Inc. (the “ Company ” or “ Assertio ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Zydus Worldwide DMCC”

Assertio Holdings, Inc. shareholders approved Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 at the 2026-12-31 meeting.

“Proposal 4 : The stockholders of the Company ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes on Proposal 4 were as follows: Votes For 3,577,437 Votes Against 289,020 Abstentions 209,722 Broker Non-Votes 0”

Assertio Holdings, Inc. shareholders approved Advisory approval of the compensation of the Company’s named executive officers.

“Proposal 3 : The stockholders of the Company approved, on an advisory basis, the compensation of the Company’s named executive officers. The votes on Proposal 3 were as follows: Votes For 1,739,652 Votes Against 451,308 Abstentions 83,209 Broker Non-Votes 1,802,010”

Assertio Holdings, Inc. shareholders approved Approval of an amendment and restatement of the Company’s Amended and Restated 2014 Omnibus Incentive Plan to increase the number of shares available for issuance thereunder.

“Proposal 2 : The stockholders of the Company approved an amendment and restatement of the Company’s Amended and Restated 2014 Omnibus Incentive Plan to increase the number of shares available for issuance thereunder. The votes on Proposal 2 were as follows: Votes For 1,613,296 Votes Against 578,470 Abstentions 82,404 Broker Non-Votes 1,802,009”

Assertio Holdings, Inc. shareholders approved Election of six director nominees to hold office until the 2027 Annual Meeting of Stockholders.

“Proposal 1 : The stockholders of the Company elected each of the six director nominees to serve on the board of directors (the “Board”) for a term to expire at the 2027 Annual Meeting of Stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. The votes on Proposal 1 were as follows: Votes For Votes Against Abstentions Broker Non-Votes Heather L. Mason 1,760,660 488,116 25,397 1,802,006 Sravan K. Emany 1,757,938 490,430 25,803 1,802,008 Sigurd C. Kirk 1,748,914 499,041 26,216 1,802,008 William T. McKee 1,751,923 496,448 25,801 1,802,007 Mark L. Reisenauer 1,783,789 463,495 26,887 1,802,008 David M. Stark 1,767,339 480,127 26,705 1,802,008”

Assertio Holdings, Inc. amended Amended and Restated Agreement and Plan of Merger with Garda Therapeutics, Inc. and Audi Merger Sub, Inc. (effective 2026-05-01).

“On May 1, 2026, Assertio Holdings, Inc. (the “ Company ” or “ Assertio ”) entered into an Amended and Restated Agreement and Plan of Merger (the “ Amended and Restated Merger Agreement ”) with Garda Therapeutics, Inc., a Delaware corporation (“ Parent ”), and Audi Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Purchaser ”), which amends and restates in its entirety the Agreement and Plan of Merger, dated as of April 8, 2026 (the “ Original Merger Agreement ”), by and among the Company, Parent and Purchaser.”

Assertio Holdings, Inc. entered into Agreement and Plan of Merger with Garda Therapeutics, Inc. valued at $18.00 per share of Common Stock in cash, plus one contingent value right per share (effective 2026-04-08).

“On April 8, 2026, Assertio Holdings, Inc. (the " Company " or " Assertio ") entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Garda Therapeutics, Inc., a Delaware corporation (" Parent "), and Audi Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (" Purchaser ").”

Assertio Holdings, Inc. entered into Merger Agreement with Garda Therapeutics, Inc. (Parent) and Audi Merger Sub, Inc. (Purchaser) (effective 2026-04-08).

“On April 8, 2026, Assertio Holdings, Inc. (the " Company " or " Assertio ") entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Garda Therapeutics, Inc., a Delaware corporation (" Parent "), and Audi Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (" Purchaser ").”

Assertio Holdings, Inc. updated its the fiscal year ended December 31, 2025 guidance (initiated).

“Assertio Reports Fourth Quarter and Full Year 2025 Financial Results Delivers FY2025 Net Product Sales and Adjusted EBITDA Above Guidance Expects Net Product Sales between $110M-$125M and Adjusted EBITDA between $28M-$40M in FY2026”

Assertio Holdings, Inc. reported financial results for the fourth quarter ended December 31, 2025.

“today reported financial results for the fourth quarter and full year ended December 31, 2025.”

Assertio Holdings, Inc. issued Reverse Stock Split at a ratio of 1:15 of common stock.

“On December 19, 2025, Assertio Holdings, Inc. (the “ Company ”) filed a Certificate of Amendment to its certificate of incorporation (the “ Certificate of Amendment ”) to implement a reverse stock split (the “ Reverse Split ”) of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), at a ratio of 1:15 (the “ Reverse Split Ratio ”).”

Assertio Holdings, Inc.: Certificate of Amendment to certificate of incorporation to implement a 1-for-15 reverse stock split of common stock (effective 2025-12-26).

“On December 19, 2025, Assertio Holdings, Inc. (the “ Company ”) filed a Certificate of Amendment to its certificate of incorporation (the “ Certificate of Amendment ”) to implement a reverse stock split (the “ Reverse Split ”) of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), at a ratio of 1:15 (the “ Reverse Split Ratio ”).”

Assertio Holdings, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“January 22, 2025, Assertio Holdings, Inc. (the “Company”) notified the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) that it was not in compliance with the minimum $1.00 per share requirement for continued listing under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) and thereafter received notification from Nasdaq on January 22, 2025 (the “Notice”) indicating that the Company’s common stock is subject to potential delisting from the Nasdaq Capital Market because, for a period of 32 consecutive business days, the bid price of the Company’s common stock has close”

Assertio Holdings, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“January 22, 2025, Assertio Holdings, Inc. (the “Company”) notified the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) that it was not in compliance with the minimum $1.00 per share requirement fo”

David Stark was appointed as Director at Assertio Holdings, Inc..

“On November 7, 2024, the Board appointed David Stark to the Board, effective as of the Effective Date.”

Jeffrey Vacirca retired as Director at Assertio Holdings, Inc..

“On November 7, 2024, Jeffrey Vacirca also notified the Board of the Company of his intent to retire as a member of the Board and its committees, effective as of the Effective Date.”

Peter Staple retired as Director at Assertio Holdings, Inc..

“On November 7, 2024, Peter Staple notified the Board of Directors (the “Board”) of the Company of his intent to retire as a member of the Board, effective November 7, 2024”

Heather L. Mason changed role as Independent Director at Assertio Holdings, Inc..

“Heather L. Mason, who has served as Interim Chief Executive Officer since January 2024, will transition back to her role as independent director.”

Brendan P. O'Grady was appointed as Chief Executive Officer at Assertio Holdings, Inc..

“appointed Brendan P. O’Grady to serve as the Company’s Chief Executive Officer (and principal executive officer) and as a director.”

Assertio Holdings, Inc. updated its three months ended March 31, 2024 guidance (reaffirmed).

“On May 6, 2024, Assertio Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2024.”

James L. Tyree departed as Director, Chairman of Compensation Committee at Assertio Holdings, Inc..

“On March 27, 2024, James L. Tyree, Chairman of the Compensation Committee of the Board of Directors (the “Board”) of Assertio Holdings, Inc. (the “Company”), informed the Board at an informal meeting that he declined to stand for reelection at the 2024 Annual Meeting of Stockholders.”

Assertio Holdings, Inc. reported financial results for fourth quarter and full year 2023.

“Attached as Exhibit 99.2 hereto, and incorporated by reference herein, is a transcript of the conference call held on March 11, 2024 regarding the Company’s fourth quarter and full year 2023 financial results.”

Assertio Holdings, Inc. updated its fourth quarter and fiscal year ended December 31, 2023 guidance (initiated).

“On March 11, 2024, Assertio Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2023.”

Sigurd Kirk was appointed as Director at Assertio Holdings, Inc..

“the Board of Directors (the “Board”) of the Company appointed Sigurd Kirk to the Board, effective April 3, 2024”

Assertio Holdings, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“February 21, 2024, Assertio Holdings, Inc. (the “Company”) received notification (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company’s common stock is subject to potential delisting from the Nasdaq Capital Market because, for a period of 30 consecutive business days, the bid price of the Company’s common stock has closed below the minimum $1.00 per share requirement for continued listing under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). The Notice does not result in the immediate delisting of the Company’s commo”

Daniel A. Peisert resigned as member of the Board of Directors at Assertio Holdings, Inc..

“Pursuant to and in connection with his execution of the Waiver and Release Agreement, Mr. Peisert resigned as a member of the Board of Directors of the Company, effective immediately.”

Heather L. Mason was appointed as Interim Chief Executive Officer at Assertio Holdings, Inc..

“the Board of Directors of the Company (the “Board”) appointed Heather L. Mason, currently a member of the Board, to serve as the Company’s Interim Chief Executive Officer”

Daniel A. Peisert departed as President and Chief Executive Officer at Assertio Holdings, Inc..

“Effective as of January 2, 2024, Daniel A. Peisert, President and Chief Executive Officer and a director of Assertio Holdings, Inc. (the “Company”) separated from service as President and Chief Executive Officer of the Company.”

Sravan Emany was appointed as Director at Assertio Holdings, Inc..

“appointed Sravan Emany to the Board, to fill the vacancy created by the increase in the number of directors.”

Assertio Holdings, Inc. reported the third quarter ended September 30, 2023 results: revenue $35.1 million, net income $(279.5) million, EPS $(3.42).

“(Non-GAAP) 1 $ 0.01 $ 0.22 $ 0.46 $ 0.85 Third quarter results included the following as compared to the prior year quarter: • Net product sales increased from $34.3 million to $35.1 million year over year. ▪ The addition of Rolvedon and Sympazan sales in the current period were mostly offset by declines in Indocin and Cambia following their respective generic”

Ajay Patel was appointed as Chief Financial Officer at Assertio Holdings, Inc..

“the appointment of Ajay Patel as Chief Financial Officer in addition to his current role as Senior Vice President and Chief Accounting Officer”

Paul Schwichtenberg was appointed as Senior Vice President at Assertio Holdings, Inc..

“the appointment of Paul Schwichtenberg, the Company’s Senior Vice President and Chief Financial Officer, to a new role as Senior Vice President with responsibility for market access, pricing, trade and distribution and other commercial activities”

Assertio Holdings, Inc. reported second quarter ended June 30, 2023 results: revenue $40.1 million, net income $8.5 million, EPS $0.13.

“Per Share (Non-GAAP) 2 $ 0.19 $ 0.28 $ 0.48 $ 0.66 Second quarter results included the following as compared to the prior year quarter: • Net product sales increased 13% , to $40.1 million. ◦ Increased sales of Indocin and Otrexup plus the addition of Sympazan more than offset the expected decline in Cambia. ◦ Sympazan achieved new peaks in both quarterly and”

Assertio Holdings, Inc. shareholders approved Adjournment of the Special Meeting to solicit additional proxies if there are insufficient votes.

“The stockholders approved the proposal to adjourn the Special Meeting to solicit additional proxies if there are insufficient votes to approve the Assertio share issuance proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to Assertio stockholders as follows: FOR AGAINST ABSTAIN 28,787,617 4,008,573 86,978”

Assertio Holdings, Inc. shareholders approved Approval of the Share Issuance (issuance of shares to Spectrum stockholders in connection with the Merger).

“The stockholders approved the issuance of shares of the Company’s common stock to Spectrum stockholders in connection with the Merger (including such shares issued as payment under the non-tradeable contingent value rights) (the “Assertio share issuance proposal”) as follows: FOR AGAINST ABSTAIN 28,898,637 3,912,936 71,595”

Assertio Holdings, Inc. completed an acquisition involving Spectrum Pharmaceuticals, Inc. for 0.1783 of a fully paid and non-assessable share of Company Common Stock and one CVR representing a contractual right to receive future conditional payments wort (closed 2023-07-31).

“ompany (“Merger Sub”), and Spectrum Pharmaceuticals, Inc., a Delaware corporation (“Spectrum”). On July 27, 2023, the Company held a virtual”

Jeffrey Vacirca, MD, FACP was appointed as Director at Assertio Holdings, Inc..

“As of the Effective Time and in accordance with the Merger Agreement, the Company’s Board of Directors (the “Board”) voted to increase the size of the Board from five directors to six directors and appointed Jeffrey Vacirca, MD, FACP to the Board.”

Assertio Holdings, Inc.: Amended quorum requirement for stockholder meetings from a majority to one-third of voting power present in person or by proxy (effective 2023-06-12).

“On June 12, 2023, the board of directors of Assertio Holdings, Inc., a Delaware corporation (the “ Company ”), approved and adopted an amendment to the Company’s Amended and Restated Bylaws (the “ Bylaws ”), effective immediately, in order to amend the quorum requirement set forth in the first sentence of Article II, Section 2.6 of the Bylaws, such that, at any meeting of the stockholders of the Company, one-third of the voting power of the stock outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business.”

Assertio Holdings, Inc. shareholders approved Ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023.

“The votes on Proposal 6 were as follows: Votes For 34,434,616 Votes Against 1,053,322 Abstentions 62,156 Broker Non-Votes 0”

Assertio Holdings, Inc. shareholders rejected Approval of an amendment to the Amended and Restated Certificate of Incorporation of Therapeutics to eliminate the pass-through voting provision.

“The votes on Proposal 5 were as follows: Votes For 23,459,757 Votes Against 1,037,510 Abstentions 392,571 Broker Non-Votes 10,660,256”

Assertio Holdings, Inc. shareholders approved Advisory vote on the preferred frequency of future advisory votes on the compensation of the Company's named executive officers.

“The votes on Proposal 4 were as follows: Votes for “Every Year” 23,487,651 Votes for “Every Two Years” 563,335 Votes for “Every Three Years” 604,056 Abstentions 234,796 Broker Non-Votes 10,660,256”

Assertio Holdings, Inc. shareholders approved Advisory approval of the compensation of the Company's named executive officers.

“The votes on Proposal 3 were as follows: Votes For 19,686,278 Votes Against 2,486,926 Abstentions 2,716,634 Broker Non-Votes 10,660,256”

Assertio Holdings, Inc. shareholders approved Approval of an amendment and restatement of the Company's Amended and Restated 2014 Omnibus Incentive Plan to increase the number of shares available for issuance thereunder.

“The votes on Proposal 2 were as follows: Votes For 20,957,311 Votes Against 3,855,599 Abstentions 76,928 Broker Non-Votes 10,660,256”

Assertio Holdings, Inc. shareholders approved Election of five director nominees to serve until the 2024 Annual Meeting of Stockholders.

“The votes on Proposal 1 were as follows: Votes For Votes Against Abstentions Broker Non-Votes Heather L. Mason 22,582,794 2,208,789 98,255 10,660,256 William T. McKee 20,445,044 1,859,945 2,584,849 10,660,256 Daniel A. Peisert 23,849,864 945,348 94,626 10,660,256 Peter D. Staple 23,792,858 999,535 97,445 10,660,256 James L. Tyree 21,218,772 1,085,995 2,585,071 10,660,256”

Assertio Holdings, Inc. reported the three months ended March 31, 2023 results: revenue $41.8 million, net income $(3.5) million, EPS $(0.07) per share. Guidance raised.

“Adjusted Earnings Per Share (Non-GAAP) 1 $ 0.29 $ 0.38 First quarter results included the following as compared to the prior year quarter: • Net product sales increased 18%, to $41.8 million. ◦ Increased sales of Indocin and the addition of Sympazan more than offset expected declines in Cambia and Zipsor. ◦ Indocin sales increased 42%, primarily due to the transition”